Neighbourly Pharmacy, a Toronto-based network of community pharmacies, has filed a preliminary prospectus for an initial public offering of common shares on the Toronto Stock Exchange. The IPO’s gross proceeds are expected to be C$150 million. A greenshoe option, if fully exercised, would provide for an additional C$22.5 million to selling shareholders. Neighbourly, formerly Rx Drug Mart, is backed by Persistence Capital Partners.
TORONTO, May 3, 2021 /CNW/ – Neighbourly Pharmacy Inc. (“Neighbourly” or the “Company”), Canada’s largest and fastest growing network of community pharmacies, is pleased to announce that the Company has filed with the securities regulatory authorities in each of the provinces and territories of Canada, and has received receipt for, a preliminary long form prospectus dated May 3, 2021 (the “Preliminary Prospectus”) for a proposed initial public offering of the Company’s common shares (the “Offering”).
Gross proceeds of the Offering are expected to be $150 million. The number of the Company’s common shares to be sold under the Offering and the price per common share have not yet been determined. An over-allotment option has been granted and, if exercised, will result in a secondary offering by certain shareholders of the Company (the “Selling Shareholders”). If the over-allotment option is exercised in full, the Selling Shareholders will receive aggregate gross proceeds of approximately $22.5 million.
In addition to the Offering, pursuant to a subscription agreement entered into between the Company and Rx Sidecar II, L.P. (the “Investor”), the Investor has agreed to purchase, on a prospectus-exempt basis in Canada, common shares of the Company at the Offering Price for additional aggregate gross proceeds to the Company of $18 million (the “Concurrent Private Placement”). Closing of the Concurrent Private Placement is scheduled to occur concurrently with the closing of the Offering and is conditional upon closing of the Offering.
The Offering is expected to close during the week of May 24, 2021, subject to customary closing conditions, including the Company’s common shares being conditionally approved for listing on the Toronto Stock Exchange. Neighbourly will use the net proceeds from the Offering and the Concurrent Private Placement to repay indebtedness, strengthen its financial position, and pursue its growth strategies, including continuing to make accretive acquisitions, as well as for other general corporate purposes, all as described in the Preliminary Prospectus.
The Offering is led by Scotiabank, RBC Capital Markets, and BMO Capital Markets, together with a syndicate comprised of National Bank Financial Inc., TD Securities Inc., Desjardins Capital Markets, iA Private Wealth Inc., and HSBC.
The Preliminary Prospectus contains important information relating to the Offering and is still subject to completion or amendment. The Preliminary Prospectus is available on SEDAR at www.sedar.com under the Company’s profile. There will not be any sale or any acceptance of an offer to buy Company’s common shares until a receipt for the final prospectus has been issued. No securities regulatory authority has either approved or disapproved of the contents of this news release. The Company’s common shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws. Accordingly, the Company’s common shares may not be offered, sold or delivered within the United States unless pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of Neighbourly in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Neighbourly Pharmacy Inc.
Neighbourly is Canada’s largest and fastest growing network of community pharmacies. United by their patient first focus and their role as essential and trusted healthcare hubs within their communities, Neighbourly’s pharmacies strive to provide accessible healthcare with a personal touch. Since 2015, Neighbourly has expanded its diversified national footprint to include 145 locations, reinforcing the Company’s reputation as the industry’s acquirer of choice.
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